Apple Computer, Inc.

                       1997 Director Stock Option Plan

                         (Effective as of August 5, 1997)



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                             Apple Computer, Inc.

                       1997 Director Stock Option Plan

1.  Purposes.    The purposes of the Plan are to retain the services 
of qualified individuals who are not employees of the Company to serve as 
members of the Board and to secure for the Company the benefits of the 
incentives inherent in increased Common Stock ownership by such individuals 
by granting such individuals Options to purchase shares of Common Stock.

2.  Administration.   The Administrator will be responsible for 
administering the Plan. The Administrator will have authority to adopt such 
rules as it may deem appropriate to carry out the purposes of the Plan, and 
shall have authority to interpret and construe the provisions of the Plan and 
any agreements and notices under the Plan and to make determinations 
pursuant to any Plan provision. Each interpretation, determination or other 
action made or taken by the Administrator pursuant to the Plan shall be final 
and binding on all persons. The Administrator shall not be liable for any 
action or determination made in good faith, and shall be entitled to 
indemnification and reimbursement in the manner provided in the Company's 
Articles of Incorporation and By-Laws as such documents may be amended from 
time to time.

3.  Shares Available.

Subject to the provisions of Section 7(b) of the Plan, the maximum 
number of shares of Common Stock which may be issued under the Plan shall 
not exceed 400,000 shares (the "Section 3 Limit"').  Either authorized and 
unissued shares of Common Stock or treasury shares may be delivered 
pursuant to the Plan. For purposes of determining the number of shares that 
remain available for issuance under the Plan, the following rules shall apply:

    (a)   the number of shares of Common Stock underlying Options 
shall be charged against the Section 3 Limit; and
			
    (b)   the Section 3 Limit shall be increased by (i) the number of 
shares subject to an Option which lapses, expires or is otherwise terminated 
without the issuance of such shares, and (ii) the number of shares, if any, 
tendered to pay the exercise price of an  Option.

4.  Options.  Each Non-Employee Director shall receive grants of 
Options under the Plan as follows

    (a)   Option Grants.





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         (i)  Initial Grants.   Non-Employee Directors who were members 
of the Board on the day prior to the Effective Date shall be granted an 
Initial Option to purchase 15,000 shares of Common Stock as of August 
14, 1997 ("Initial Grant Date"), provided that such individual continues to 
serve as a Non-Employee Director through the Initial Grant Date. Non-
Employee Director who were elected or appointed to  the Board on the 
Effective Date  an Initial Option to purchase 30,000 shares of Common 
Stock on the Initial Grant Due, provided  that such individual continues to 
serve as a Non-Employee Director through the Initial Grant Date. Non-
Employee Directors who are elected or appointed to the Board after the 
Effective Date shall be granted an Initial Option to purchase 30,000 shares 
of Common Stock as of the date of their election or appointment to the 
Board. The provisions of this Section 4(a)(i) shall not apply to any 
member of the Board who first becomes a Non-Employee Director by 
reason of such member's ceasing to be an employee of the Company and 
its Subsidiaries.

        (ii)  Annual Grants.   Each Non-Employee Director shall receive 
an Annual Option to purchase 10,000 shares of Common Stock on the 
fourth anniversary of the Non-Employee Director's initial election or 
appointment to the Board and on each subsequent anniversary thereof, 
provided  that the individual has remained in continuous service as a 
director of the Company through such anniversary date and is a Non-
Employee Director on the applicable anniversary date.

    (b)   Exercise Period.   The per share exercise price of each Option 
shall be the Fair Market Value of a share of Common Stock as of the date of 
grant of the Option determined in accordance with the provisions of the Plan.

    (c)   Vesting.     Initial Options shall vest and become exercisable in 
annual installments on each of the first through third anniversaries of the 
date of grant, provided  that the Non-Employee Director has remained in 
continuous service as a director of the Company through each such anniversary 
date. Annual Options shall be fully vested and immediately exercisable on their
date of grant.

    (d)   Term of Options.

         (i)  Ten-Year Term.   Each Option shall expire ten (10) years from 
its date of grant, subject to earlier termination as provided herein.

        (ii)  Exercise Following Termination of Service Due to Death.  If 
a Non-Employee Director ceases to be a member of the Board by reason of 
such Non-Employee Director's death, the Options granted to such Non-
Employee Director may be exercised by such Non-Employee Director's 

Beneficiary, but only to the extent the Option was exercisable at the time 
of the Non-Employee Director's death, at any time within three (3) years 
alter the date of such termination of service, subject to the earlier 
expiration of such Options as provided for in Section 4(d)(i) above. At the 

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end of such three-year period, the vested portion of the Option shall 
expire. The unvested portion of the Option shall expire on the date of the 
Non-Employee Director's death.

       (iii)  Termination of Options if a Non-Employee Director is 
Removed from the Board for Cause.  In the event a Non-Employee 
Director is removed from the Board for "cause," all Options granted to 
such Non-Employee Director (whether or not then vested and 
exercisable) shall immediately terminate and be of no further force and 
effect as of the effective date of such removal from the Board. Whether a 
Non-Employee Director is removed by the Board for "cause" shall be 
determined by the Board in accordance with the By-Laws of the 
Company.

        (iv)  Exercise Following Other Terminations of Service.    If a Non-
Employee Director ceases to be a member of the Board for any reason 
other than death or removal from the Board for cause, the Options 
granted to such Non-Employee Director may be exercised by such Non-
Employee Director, but only to the extent the Option was exercisable at 
the time of the Non-Employee Director's termination, at any time within 
ninety (90) days after the date of such termination of service, subject to the 
earlier expiration of such Options as provided for in Section 4(d)(i) above. 
At the end of such ninety-day period, the vested portion of the Option 
shall expire. The unvested portion of the Option shall expire on the date 
of the Non-Employee Director's termination of service with the Board.

    (e)   Time and Manner of Exercise of Options.

         (i)  Notice of Exercise.    Subject to the other terms and conditions 
hereof, a Non-Employee Director may exercise any Option, to the extent 
such Option is vested, by giving written notice of exercise to the 
Company; provided, however, that in no event shall an Option be 
exercisable for a fractional share. The date of exercise of an Option shall 
be the later of (A) the date on which the Company receives such written 
notice and (B) the date on which the conditions provided in Section 
4(e)(ii) are satisfied.

        (ii)  Method of Payment.  The consideration to be paid for the 
shares to be issued upon exercise of an Option may consist of (A) cash, (B) 
check, (C) other shares which have a Fair Market Value on the date of 
surrender equal to the aggregate exercise price of the shares as to which 
the Option shall be exercised and which have been owned by the Non-
Employee Director for at least six (6) months at the time of exercise, (D) 
delivery of a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount 
of proceeds required to pay the exercise price, or (E) any combination of 
the foregoing methods of payment.

       (iii)  Stockholder Rights.   A Non-Employee Director shall have 
no rights as a stockholder with respect to any shares of Common Stock 
issuable upon exercise of an Option until a certificate evidencing such 

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shares shall have been issued to the Non-Employee Director pursuant to 
Section 4(e)(v), and no adjustment shall be made for dividends or 
distributions or other rights in respect of any share for which the record 
date is prior to the date upon which the Non-Employee Director shall 
become the holder of record thereof.

        (iv)  Limitation on Exercise.    No Option shall be exercisable 
unless the Common Stock subject thereto has been registered under the 
Securities Act and qualified under applicable state "blue sky" laws in 
connection with the offer and sale thereof, or the Company has 
determined that an exemption from registration under the Securities Act 
and from qualification wider such state "blue sky" laws is available.

         (v)  Issuance of Shares.    Subject to the foregoing conditions, as 
soon as is reasonably practicable after its receipt of a proper notice of 
exercise and payment of the exercise price of the Option for the number of 
shares with respect to which the Option is exercised, the Company shall 
deliver to the Non-Employee Director (or following the Non-Employee 
Director's death, the Beneficiary entitled to exercise the Option), at the 
principal office of the Company or at such other location as may be 
acceptable to the Company and the Non-Employee Director (or such 
Beneficiary), one or more stock certificates for the appropriate number of 
shares of Common Stock Issued in connection with such exercise. Shares 
sold in connection with a "cashless exercise" described in clause C of 
Section 4(e)(ii) shall be delivered to the broker referred to therein in 
accordance with the procedures established by the Company from time to 
time.

    (f)   Restrictions on Transfer. An Option may not be transferred, 
pledged, assigned, or otherwise disposed of, except by will or by the laws of 
descent and distribution; provided, however,  that an Option may be 
transferred to a Non-Employee Director's family members or to one or more 
trusts established in whole or in part for the benefit of one or more of such 
family members. The Option shall be exercisable, during the Non-Employee 
Director's lifetime, only by the Non-Employee Director or by the individual or 
entity to whom  the Option has been transferred in accordance with the previous 
sentence. No assignment or transfer of the Option, or of the rights 
represented thereby, whether voluntary or involuntary, by operation of law or 
otherwise, except by will or the laws of descent and distribution, shall vest 
in the assignee or transferee any interest or right in the Option, but 
immediately upon any attempt to assign or transfer the Option the same shall 
terminate and be of no force or effect.

5.  Designation of Beneficiary.	 
	
    (a)   Beneficiary Designations.    Each Non-Employee Director 
may designate a Beneficiary to exercise an Option upon the Non-Employee 
Director's death by executing a Beneficiary Designation Form.


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    (b)   Change of Beneficiary Designation.    A Non-Employee 
Director may change an earlier Beneficiary designation by executing a later 
Beneficiary Designation Form and delivering it to the Administrator. The 
execution of a Beneficiary Designation Form and its receipt by the 
Administrator will revoke and rescind any prior Beneficiary Designation Form.

6.  Change in Control.

Anything in the Plan to the contrary notwithstanding, in the event 
of a Change in Control of the Company, the following provisions shall apply:

    (a)   Any Options outstanding as of the date such Change in 
Control is determined to have occurred that are not yet exercisable and vested 
on such date shall become fully exercisable and vested.

    (b)   The value of all outstanding Options (to the extent not 
previously exercised) shall be cashed out on the date of the Change in 
Control. The amount at which such Options shall be cashed out shall be equal 
to the excess, if any, of (i) the Change in Control Price over (ii) the 
exercise price of the Common Stock covered by the Option. The cash-out 
proceeds shall be paid to the Non-Employee Director or, in the event of death 
of the Non-Employee Director prior to payment, to the Beneficiary thereof.

    (c)   If the Administrator shall receive an opinion from a nationally 
recognized firm of accountants to the Company that the cash-out provisions in 
Section 6(b) above with respect to Options will prohibit the utilization of 
"pooling of interests" accounting in connection with the transaction resulting
in the Change in Control of the Company, then the following shall apply, but
only to the extent necessary to permit such accounting treatment: (i) the 
provisions of Section 6(b) shall not apply to the Options, (ii) each such 
Option shall become immediately vested and exercisable as of the date such
opinion is received by the Administrator, and (iii) the Administrator shall 
promptly inform each Non-Employee Director of such opinion and of the 
accelerated vesting and exercisability of the Option sufficiently prior to the 
anticipated date of the Change in Control, so as to permit the Option to be 
exercised prior to the date of the Change in Control.

7.  Recapitalization or Reorganization.

    (a)   Authority of the Company and Shareholders.   The existence 
of the Plan shall not affect or restrict in any way the right or power of the 
Company or the shareholders of the Company to make or authorize any 
adjustment, recapitalization, reorganization or other change in the Company's 
capital structure or its business, any merger or consolidation of the Company, 
any issue of stock or of options, warrants or rights to purchase stock or of 
bonds, debentures, preferred or prior preference stocks whose rights are 
superior to or affect the Common Stock or the rights thereof or which are 
convertible into or exchangeable for Common Stock, or the dissolution or 
liquidation of the Company, or any sale or transfer of all or any part of its 
assets or business, or any other corporate act or proceeding, whether of a 
similar character or otherwise.

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    (b)   Change in Capitalization.  Notwithstanding any other 
provision of the Plan, in the event of any change in the outstanding Common 
Stock by reason of a stock dividend, recapitalization, reorganization, merger, 
consolidation,  stock split, combination or exchange of shares (a "change in 
Capitalization"),  (i) such proportionate adjustments as may be necessary (in 
the form determined by the Administrator in its sole discretion) to reflect 
such change shall be made to prevent dilution or enlargement of the rights of 
Non-Employee Directors under the Plan with respect to tile aggregate number of 
shares of Common Stock authorized to be awarded under the Plan, the number 
of shares of Common Stock covered by each outstanding Option and the 
exercise prices in respect thereof and the number of shares of Common Stock 
covered by future Option grants and (ii) the Administrator may make such 
other adjustments, consistent with the foregoing, as it deems appropriate in 
its sole discretion.

    (c)   Dissolution or Liquidation. In the event of the proposed 
dissolution or liquidation of the Company, each outstanding Option will vest 
and become exercisable on a date prior to the consummation of the proposed 
action that is reasonably sufficient to enable the Non-Employee Directors to 
exercise their Options.

8.  Termination and Amendment of the Plan.

    (a)   Termination.   The Plan shall terminate on the tenth 
anniversary of the Effective Date, Following such date, no further grants of 
Options shall be made pursuant to the Plan.

    (b)   General Power of Board.   Notwithstanding anything herein 
to the contrary, the Board may at any time and from time to time terminate, 
modify, suspend or amend the Plan in whole or in part; provided, however, that 
no such termination, modification, suspension or amendment shall be effective 
without shareholder approval if such approval is required to comply with any 
applicable law or stock exchange rule; and provided further, that the Board 
may not, without shareholder approval, increase the maximum number of shares 
issuable under the Plan except as provided in Section 7(b) above.
	
    (c)   When Non-Employee Directors' Consents Required.   The 
Board may not alter, amend, suspend, or terminate the Plan without the consent 
of any Non-Employee Director to the extent that such action would adversely 
affect his or her rights with respect to Options that have previously been 
granted.

9.  Miscellaneous.

    (a)   No Right to Reelection.   Nothing in the Plan shall be deemed 
to create any obligation on the part of the Board to nominate any of its 
members for reelection by the Company's stockholders, nor confer upon any 
Non-Employee Director the right to remain a member of the Board for any 
period of time, or at any particular rate of compensation

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    (b)   Securities Law Restrictions.   The Administrator may require 
each Non-Employee Director purchasing or acquiring shares of Common Stock 
pursuant to the Plan to agree with the Company in writing that such Non-
Employee Director is acquiring the shares for investment and not with a view 
to the distribution thereof. All certificates for shares of Common Stock 
delivered under the Plan shall be subject to such stock transfer orders and 
other restrictions as the Administrator may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange 
Commission or any exchange upon which the Common Stock is then listed, 
and any applicable federal or state securities law, and the Administrator may 
cause a legend or legends to be put on any such certificates to make 
appropriate reference to such restrictions. No shares of Common Stock shall be 
issued hereunder unless the Company shall have determined that such 
issuance is in compliance with, or pursuant to an exemption from, all 
applicable federal and state securities laws.

    (c)   Expenses.    The costs and expenses of administering the Plan 
shall be borne by the Company.

    (d)   Applicable Law.   Except as to matters of federal law, the Plan 
and all actions taken thereunder shall be governed by and construed in 
accordance with the laws of the State of California without giving effect to 
conflicts of law principles.

    (e)   Effective Date.   The Plan shall be effective as of the Effective 
Date, subject to the approval thereof by the stockholders of the Company by no 
later than the next Annual Meeting to occur after the Effective Date. If such 
stockholder approval is not obtained by the date of such Annual Meeting, all 
prior Option grants shall be void ab initio  and of no further force and 
effect.

10. Definitions.  Capitalized words not otherwise defined in the 
Plan have the meanings set forth below:

"Administrator"  means the Chief Executive Officer of the Company 
or the individual appointed by the Chief Executive Officer of the 
Company to administer the Plan.

"Annual Meeting"  means an annual meeting of the Company's 
stockholders.

"Annual Option"  means  an Option granted to a Non-Employee 
Director pursuant to Section 4(a)(ii) of the Plan.

"Beneficiary" or "Beneficiaries" means an individual or entity 
designated by a Non-Employee Director on a Beneficiary Designation 
Form to exercise Options in the event of the Non-Employee Director's 
death; provided, however, that, if no such individual or entity is designated 
or if no such designated individual is alive at the time of the Non-
Employee Director's death, Beneficiary shall mean the Non-Employee 
Director's estate.

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"Beneficiary Designation Form"  means  a document, in a form 
approved by the Administrator to be used by Non-Employee Directors to 
name their respective Beneficiaries. No Beneficiary Designation Form 
shall be effective unless it is signed by the Non-Employee Director and 
received by the Administrator prior to the date of death of the Non-
Employee Director.

"Board"  means the Board of Directors of the Company.

"Change in Control"  means the happening of any of the following:

         (i)  When any "person", as such term is used in Sections 
13(d) and 14(d) of the Exchange Act (other than the Company, a 
Subsidiary or a Company employee benefit plan, including any 
trustee of such plan acting as trustee) is or becomes the "beneficial 
owner" (as defined in Rule 13d-3 under the Exchange Act), directly 
or indirectly, of securities of the Company representing fifty 
percent (50%) or more of the combined voting power of the 
Company's then outstanding securities; or

        (ii)  The occurrence of a transaction requiring shareholder 
approval, and involving the sale of all or substantially all of the 
assets of the Company or the merger of the Company with or into 
another corporation.

"Change in Control Price"  means, as determined by the 
Administrator, (i) the highest Fair Market Value at any time within the 
sixty-day period immediately preceding the date of determination of the 
Change in Control price by the Administrator (the "Sixty-Day Period"), or 
(ii) the highest price paid or offered, as determined by the Administrator, 
in any bona fide transaction or bona fide offer related to the Change in 
Control of the Company, at any time within the Sixty-Day Period.

"Code,"  means the Internal Revenue Code of 1986, as amended, 
and the applicable rules and regulations promulgated thereunder.

"Common Stock"  means the common stock of the Company, no par 
value per share.

"Company"  means Apple Computer, Inc., a California corporation, 
or any successor to substantially all of its business.

"Effective Date"  means, subject to Section 9(e), August 5, 1997.

"Exchange Act"  means the  Securities Exchange Act of 1934, as 
amended, and the applicable rules and relations promulgated thereunder.

"Fair Market Value"  means the value of Common Stock determined 
as follows:


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         (i)  If the Common Stock is listed on any established stock 
exchange or a national market system (including without limitation the 
National Market System of the National Association of Securities Dealers, 
Inc. Automated Quotation ("NASDAQ") System), its Fair Market Value 
shall be the closing sales price for such stock or the closing bid if no sales 
were reported, as quoted on such system or exchange (or the exchange 
with the greatest volume of trading in the Common Stock) for the date of 
determination or, if the date of determination is not a trading day, the 
immediately preceding trading day, as reported in The Wall Street Journal 
or such other source as the Administrator deems reliable.

        (ii)  If the Common Stock is regularly quoted on the NASDAQ 
System  (but not on the National Market System) or quoted by a 
recognized securities dealer but selling prices are not reported, its Fair 
Market Value shall be the mean between the high and low asked prices 
for the Common Stock on the date of determination or, if there are no 
quoted prices on the date of determination, on the last day on which there 
are quoted prices prior to the date of determination.

       (iii)  In the absence of an established market for the Common 
Stock, the Fair Market Value thereof shall be determined in good faith by 
the Administrator.

"Initial Option"  means an Option granted to a Non-Employee Director 
pursuant to Section 4(a)(i) of the Plan.
		
"Non-Employee Director"  means a member of the Board who is not an 
employee of the Company or any of its Subsidiaries.

"Option "means an option to purchase shares or Common Stock awarded to 
a Non-Employee Director pursuant to the Plan and includes Initial Options and 
Annual Options.

"Plan"  means the Apple Computer, Inc. 1997 Director Stock Option Plan.

"Section 3 Limit " shall have the meaning set forth in Section 3 of the Plan.

"Subsidiary" means any corporation which is a "subsidiary corporation" 
within the meaning of Section 424(f) of the Code with respect to the Company.









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